ORGANIZATION OF INFORMATION





Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") provides a historical and prospective narrative on the
Company's financial condition and results of operations. This interim MD&A
should be read in conjunction with the MD&A in Corning's 2020 Form 10-K. The
various sections of this MD&A contain forward-looking statements that involve
risks and uncertainties. Words such as "anticipates," "expects," "intends,"
"plans," "goals," "believes," "seeks," "estimates," "continues," "may," "will,"
"should," and variations of such words and similar expressions are intended to
identify such forward-looking statements. In addition, any statements that refer
to projections of the Company's future financial performance, anticipated growth
and trends in the businesses, uncertain events or assumptions, and other
characterizations of future events or circumstances are forward-looking
statements. Such statements are based on current expectations and could be
affected by the uncertainties and risk factors described throughout this filing
and particularly in "Risk Factors" in Part I, Item 1A of Corning's 2020 Form
10-K, and as may be updated in the Forms 10-Q. Actual results may differ
materially, and these forward-looking statements do not reflect the potential
impact of any divestitures, mergers, acquisitions, or other business
combinations that had not been completed as of March 31, 2021.



MD&A includes the following sections:





? Overview


? Results of Operations


? Core Performance Measures


? Reportable Segments

? Capital Resources and Liquidity

? Critical Accounting Estimates




? Environment


? Forward-Looking Statements




OVERVIEW



In response to the COVID-19 pandemic and the ensuing economic uncertainty,
including changing market conditions, the Company has and will continue to focus
on three core priorities: preserving the financial health of the Company;
protecting employees and communities; and delivering on customer commitments.
We will continue to build a stronger, more resilient company that is committed
to rewarding shareholders and supporting all global stakeholders.



While 2020 brought unprecedented challenges to our end markets and operations,
driven by the COVID-19 pandemic, economic uncertainty, and social unrest,
Corning adapted rapidly and remained resilient. We executed well to preserve
financial strength, while advancing major innovations with industry leaders. We
effectively applied our focused and cohesive portfolio to create value and
outperform our underlying markets, contributing to growth in the second half of
2020 and the first quarter of 2021.



Building on the success of the Capital Allocation Framework, we announced our
Strategy & Growth Framework, highlighting significant opportunities to sell more
Corning content through each of our Market-Access Platforms.  Under this new
Framework, our leadership priorities and our fundamental approach to capital
allocation remain the same. We continue to focus our portfolio and utilize our
financial strength. We expect to generate strong operating cash flow as we move
forward. We will continue to use our cash to grow, extend our leadership, and
reward shareholders.





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Summary of results for the three months ended March 31, 2021





In the first quarter, net sales were $3,290 million, compared to $2,391 million
during the same period in 2020, a net increase of $899 million, or 38%, driven
by higher sales in all segments.



In the first quarter of 2021, Corning generated net income of $599 million, or
$0.67 per diluted share, compared to a net loss of $96 million, or $0.16 per
diluted share, for the same period in 2020. The increase in net income of $695
million and diluted earnings per share of $0.83, was primarily driven by the
following items (amounts presented after-tax):



? Higher segment net income of $277 million primarily driven by higher sales

and cost control; net income increases by segment were $61 million, $82

million, $40 million, $39 million, $10 million and $45 million for Display

Technologies, Optical Communications, Specialty Materials, Environmental

Technologies, Life Sciences and "All Other", respectively; ? The absence of restructuring, impairment and other charges and credits of

$166 million; ? Translated earnings contract gains in the current period were $164 million

higher than prior year gains;

The absence of a negative impact of a cumulative adjustment recorded during ? the first quarter of 2020 to reduce revenue in the amount of $105 million;

and

? Higher translation gains of $101 million on Japanese yen-denominated debt.






The translation impact of fluctuations in foreign currency exchange rates,
including the impact of hedges realized in the current quarter, did not have a
material impact on Corning's consolidated net income in the three months ended
March 31, 2021, when compared to the same period in 2020.



2021 Corporate Outlook


We expect another quarter of year-over-year sales growth, with approximately $3.3 to $3.5 billion of core net sales for the second quarter of 2021.







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RESULTS OF OPERATIONS


Selected highlights from operations are as follows (in millions):





                                                     Three months ended                  %
                                                         March 31,                    change
                                                   2021              2020            21 vs. 20

Net sales                                      $      3,290       $     2,391                 38 %

Gross margin                                   $      1,156       $       561                106 %
(gross margin %)                                         35 %              23 %

Selling, general and administrative expenses $ 400 $ 395

                  1 %
(as a % of net sales)                                    12 %              

17 %



Research, development and engineering
expenses                                       $        222       $       261                (15 %)
(as a % of net sales)                                     7 %              11 %

Translated earnings contract gain, net $ 272 $ 68

                300 %
(as a % of net sales)                                     8 %               

3 %



Income (loss) before income taxes              $        825       $      (108 )                *
(as a % of net sales)                                    25 %              

(5 %)



(Provision) benefit for income taxes           $       (226 )     $        12                  *
(as a % of net sales)                                    (7 %)              

1 %



Net income (loss) attributable to Corning
Incorporated                                   $        599       $       (96 )                *
(as a % of net sales)                                    18 %              (4 %)




* Not meaningful



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Segment Net Sales



The following table presents segment net sales by reportable segment and All
Other (in millions):



                                                    Three months ended                 %
                                                         March 31,                  change
                                                   2021             2020           21 vs. 20
Display Technologies                           $        863      $       751                15 %
Optical Communications                                  937              791                18 %
Specialty Materials                                     451              352                28 %
Environmental Technologies                              441              320                38 %
Life Sciences                                           300              258                16 %
All Other (1)                                           271               57               375 %
Net sales of reportable segments and All
Other                                                 3,263            2,529                29 %
Impact of foreign currency movements (2)                 27              (33 )               *
Cumulative adjustment related to customer
contract (3)                                                            (105 )               *
Consolidated net sales                         $      3,290      $     2,391                38 %



(1) The Company obtained a controlling interest in HSG during the third quarter

of 2020 and has consolidated results in "All Other" as of September 9, 2020. (2) This amount primarily represents the impact of foreign currency adjustments

in the Display Technologies segment.

(3) Amount represents the negative impact of a cumulative adjustment recorded

during the first quarter of 2020 to reduce revenue in the amount of $105

million. The adjustment was associated with a previously recorded commercial

benefit asset, reflected as a prepayment, to a customer with a long-term

supply agreement that substantially exited its production of LCD panels.






* Not meaningful



In the first quarter, net sales of reportable segments were $3,263 million, compared to $2,529 million during the same period in 2020, a net increase of $734 million, or 29%. Changes in net sales were as follows:

? Display Technologies' net sales increased by $112 million or 15%, largely due

to volume growth in the mid-teens in percentage terms partially offset by

low-single-digit price declines;

? Optical Communications' net sales increased by $146 million, or 18%, as sales

volumes increased $97 million and $49 million for carrier products and

enterprise products, respectively, primarily driven by the accelerated pace


   of data center builds, network capacity expansion and fiber-to-the-home
   projects;

? Specialty Materials' net sales increased by $99 million, or 28%, primarily


   driven by strong demand for premium cover materials, strength in the IT
   market, and demand for semiconductor-related optical glasses;


?  Net sales for Environmental Technologies increased $121 million, or 38%,

primarily driven by improving markets and increased Corning content, along

with strong demand for heavy-duty diesel products in China and North America;

? Net sales for Life Sciences increased by $42 million, or 16%, primarily

driven by strong demand across all regions, ongoing recovery in academic and

pharmaceutical research labs, and continued strong demand for bioproduction

products and diagnostic-related consumables; and ? Net sales for "All Other" increased by $214 million, mainly driven by the


   consolidation of HSG sales.



Movements in foreign exchange rates positively impacted Corning's consolidated net sales by $60 million, in the three months ended March 31, 2021, when compared to the same period in 2020.





Cost of Sales



The types of expenses included in the cost of sales line item are: raw materials
consumption, including direct and indirect materials; salaries, wages and
benefits; depreciation and amortization; production utilities;
production-related purchasing; warehousing (including receiving and inspection);
repairs and maintenance; inter-location inventory transfer costs; production and
warehousing facility property insurance; rent for production facilities; freight
and logistics costs; and other production overhead.





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Gross Margin



In the three months ended March 31, 2021, gross margin increased by
$595 million, or 106%. Gross margin as a percentage of sales increased by
12 percentage points for the three months ended March 31, 2021. The increase in
gross margin was primarily driven by higher sales and cost control measures, as
well as the absence of $161 million in charges for restructuring and capacity
realignment, when compared to the prior period.  This was partially offset
by $50 million of increased expense due to elevated freight and logistics costs
and global supply chain disruptions.



Movements in foreign exchange rates had a favorable impact of $22 million on
Corning's consolidated gross margin in the three months ended March 31, 2021,
when compared to the same period in 2020.



Selling, General and Administrative Expenses





In the three months ended March 31, 2021, selling, general and administrative
expenses increased by $5 million, or 1%, and declined by five percentage points
as percentage of sales, when compared to the prior period.  Increases in these
costs were primarily driven by compensation and benefit expenses and the
consolidation of HSG, mostly offset by the absence of $48 million in
restructuring, impairment and other charges and credits during the three months
ended March 31, 2020.



The types of expenses included in the selling, general and administrative
expenses line item are: salaries, wages and benefits; stock-based compensation
expense; travel; sales commissions; professional fees; and depreciation and
amortization, utilities, rent for administrative facilities and restructuring,
impairment and other charges and credits.



Research, Development and Engineering Expenses





In the three months ended March 31, 2021, research, development and engineering
expenses decreased by $39 million, or 15%, when compared to the same periods
last year.  Cost containment measures resulted in lower spending in the most
recent quarter, along with the absence of a $13 million charge for
restructuring, impairment, and other charges and credits when compared to the
prior period.  As a percentage of sales, these expenses were four percentage
points lower when compared to the same period last year.



Translated earnings contract gain, net

Included in the line item translated earnings contract gain, net, is the impact of foreign currency hedges which hedge translation exposure arising from movements in the Japanese yen, South Korean won, new Taiwan dollar, euro, Chinese yuan and British pound and its impact on net income (loss). The following table provides detailed information on the impact of translated earnings contract gains and losses:





                            Three months ended                 Three months ended                      Change
                              March 31, 2021                     March 31, 2020                    2021 vs. 2020
                          Income                          Income                               Income
                          before            Net           before                Net            before           Net
(in millions)             taxes            income          taxes               income          taxes           income

Hedges related to
translated earnings:
Realized (loss) gain,
net (1)                 $      (12 )     $       (9 )   $         3         $          3     $      (15 )    $      (12 )
Unrealized gain, net
(2)                            284              218              65                   50            219             168
Total translated
earnings contract
gain, net               $      272       $      209     $        68         $         53     $      204      $      156

(1) Includes before tax realized losses related to the expiration of option

contracts for the three months ended March 31, 2021 and 2020 of $9 million

and $8 million, respectively. Activity reflected in operating activities in

the consolidated statements of cash flows.

(2) The impact to income was primarily driven by yen-denominated hedges of


    translated earnings.




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Income (Loss) Before Income Taxes

The translation impact of fluctuations in foreign currency exchange rates, including the impact of hedges realized in the current quarter, did not materially impact Corning's consolidated income (loss) before income taxes in the three months ended March 31, 2021, when compared to the same period in 2020.

(Provision) Benefit for Income Taxes

The (provision) benefit for income taxes and the related effective income tax rates are as follows (in millions):





                                         Three months ended
                                              March 31,
                                         2021           2020

(Provision) benefit for income taxes $ (226 ) $ 12 Effective tax rate

                          27.4 %        11.1 %




For the three months ended March 31, 2021, the effective income tax rate differed from the U.S. statutory rate of 21%, primarily due to adjustments to our permanently reinvested foreign income position and tax reform items.





For the three months ended March 31, 2020, the effective income tax rate
differed from the U.S. statutory rate of 21% primarily due to an adjustment to
our permanently reinvested foreign income position, foreign valuation allowances
on deferred tax assets, and certain non-deductible expenses for tax purposes.



Refer to Note 5 (Income Taxes) to the consolidated financial statements for additional information.

Net Income (Loss) Attributable to Corning Incorporated





Net income (loss) and per share data is as follows (in millions, except per
share amounts):



                                                                 Three months ended
                                                                     March 31,
                                                               2021              2020

Net income (loss) attributable to Corning Incorporated $ 599

   $       (96 )
Net income (loss) attributable to Corning Incorporated
used in basic earnings (loss) per common share
calculation (1)                                            $        575       $      (120 )
Net income (loss) attributable to Corning Incorporated
used in diluted earnings (loss) per common share
calculation (1)                                            $        599       $      (120 )
Basic earnings (loss) per common share                     $       0.75       $     (0.16 )
Diluted earnings (loss) per common share                   $       0.67

$ (0.16 )



Weighted-average common shares outstanding - basic                  766     

760


Weighted-average common shares outstanding - diluted                898               760



(1) Refer to Note 6 (Earnings (Loss) per Common Share) to the consolidated


    financial statements for additional information.




Comprehensive Income (Loss)



For the three months ended March 31, 2021, comprehensive income increased by
$669 million when compared to the same period in 2020, primarily due to an
increase in net income and net unrealized gains on designated hedges of $695
million and $72 million, respectively. The increase in comprehensive income was
partially offset by the loss on foreign currency translation adjustments of $98
million, largely driven by the Japanese yen and South Korean won.



Refer to Note 14 (Shareholders' Equity) to the consolidated financial statements for additional information.





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CORE PERFORMANCE MEASURES



In managing the Company and assessing financial performance, certain measures
provided by the consolidated financial statements are adjusted to exclude
specific items to report core performance measures. These items include gains
and losses on translated earnings contracts, acquisition-related costs, certain
discrete tax items and other tax-related adjustments, restructuring, impairment
losses, and other charges and credits, certain litigation-related expenses,
pension mark-to-market adjustments and other items which do not reflect on-going
operating results of the Company or its equity affiliates. Corning utilizes
constant-currency reporting for the Display Technologies, Environmental
Technologies, Specialty Materials and Life Sciences segments for the Japanese
yen, South Korean won, Chinese yuan, new Taiwan dollar and the euro. The Company
believes that the use of constant-currency reporting allows investors to
understand the results without the volatility of currency fluctuations and
reflects the underlying economics of the translated earnings contracts used to
mitigate the impact of changes in currency exchange rates on earnings and cash
flows. Corning also believes that reporting core performance measures provides
investors greater transparency to the information used by the management team to
make financial and operational decisions.



Core performance measures are not prepared in accordance with GAAP. We believe
investors should consider these non-GAAP measures in evaluating results as they
are more indicative of core operating performance and how management evaluates
operational results and trends. These measures are not, and should not, be
viewed as a substitute for GAAP reporting measures. With respect to the
Company's outlook for future periods, it is not possible to provide
reconciliations for these non-GAAP measures because the Company does not
forecast the movement of foreign currencies against the U.S. dollar, or other
items that do not reflect ongoing operations, nor does it forecast items that
have not yet occurred or are out of the Company's control. As a result, the
Company is unable to provide outlook information on a GAAP basis.



For a reconciliation of non-GAAP performance measures to their most directly comparable GAAP financial measure, please see "Reconciliation of Non-GAAP Measures".

RESULTS OF OPERATIONS - CORE PERFORMANCE MEASURES





Selected highlights from continuing operations, excluding certain items, follow
(in millions):



                                                       Three months ended                 %
                                                            March 31,                  change
                                                      2021             2020           21 vs. 20
Core net sales                                    $      3,263      $     2,529                29 %

Core equity in earnings of affiliated companies $ 8 $

  14               (43 )%
Core net income                                   $        402      $       177               127 %




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Core Net Sales

Core net sales are consistent with net sales by reportable segment. Net sales by reportable segment are presented below (in millions):





                                                    Three months ended                 %
                                                         March 31,                  change
                                                   2021             2020           21 vs. 20
Display Technologies                           $        863      $       751                15 %
Optical Communications                                  937              791                18 %
Specialty Materials                                     451              352                28 %
Environmental Technologies                              441              320                38 %
Life Sciences                                           300              258                16 %
All Other (1)                                           271               57               375 %
Net sales of reportable segments and All
Other                                                 3,263            2,529                29 %
Impact of foreign currency movements (2)                 27              (33 )               *
Cumulative adjustment related to customer
contract (3)                                                            (105 )               *
Consolidated net sales                         $      3,290      $     2,391                38 %



(1) The Company obtained a controlling interest in HSG during the third quarter

of 2020 and has consolidated results in "All Other" as of September 9, 2020. (2) This amount primarily represents the impact of foreign currency adjustments

in the Display Technologies segment.

(3) Amount represents the negative impact of a cumulative adjustment recorded

during the first quarter of 2020 to reduce revenue in the amount of $105

million. The adjustment was associated with a previously recorded commercial

benefit asset, reflected as a prepayment, to a customer with a long-term

supply agreement that substantially exited its production of LCD panels.






* Not meaningful



Core Net Income



In the three months ended March 31, 2021, we generated core net income of $402 million, or $0.45 per share, compared to core net income generated in the three months ended March 31, 2020 of $177 million, or $0.20 per share. The increase of $225 million was primarily due to higher earnings across all operating segments when compared to the same period in 2020. Net income increases by reportable segments are as follows:

? Display Technologies' net income increased by $61 million, primarily driven

by increased volume and cost control, partially offset by price declines;

? Optical Communications' net income increased by $82 million, largely driven

by volume and cost control; ? Specialty Materials' net income increased by $40 million largely driven by

increased demand and volume; and

? Environmental Technologies', Life Sciences' and "All Other" net income

increased by $39 million, $10 million, and $45 million, respectively.

The increases in core net income, outlined above, included $50 million of incremental expense due to elevated freight and logistics costs and global supply chain disruptions.





Included in core net income for the three months ended March 31, 2021 and 2020,
is net periodic pension expense in the amounts of $1 million and $12 million,
respectively.





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Core Earnings per Common Share

The following table sets forth the computation of core basic and core diluted earnings per common share (in millions, except per share amounts):





                                                               Three months ended
                                                                    March 31,
                                                               2021           2020

Core net income attributable to Corning Incorporated $ 402

  $   177
Less: Series A convertible preferred stock dividend                 24      

24


Core net income available to common stockholders - basic           378      

153


Add: Series A convertible preferred stock dividend                  24      

24

Core net income available to common stockholders - diluted $ 402

$ 177



Weighted-average common shares outstanding - basic                 766      

760


Effect of dilutive securities:
Stock options and other dilutive securities                         17      

6


Series A convertible preferred stock                               115      

115


Weighted-average common shares outstanding - diluted               898      

881


Core basic earnings per common share                         $    0.49       $  0.20
Core diluted earnings per common share                       $    0.45       $  0.20

Reconciliation of Non-GAAP Measures

Corning utilizes certain financial measures and key performance indicators that
are not calculated in accordance with GAAP to assess financial and operating
performance. A non-GAAP financial measure is defined as a numerical measure of a
company's financial performance that (i) excludes amounts, or is subject to
adjustments that have the effect of excluding amounts, that are included in the
comparable measure calculated and presented in accordance with GAAP in the
consolidated statements of income (loss) or statements of cash flows, or
(ii) includes amounts, or is subject to adjustments that have the effect of
including amounts, that are excluded from the comparable measure as calculated
and presented in accordance with GAAP in the consolidated statements of income
(loss) or statements of cash flows.



Core net sales, core equity in earnings of affiliated companies and core net
income are non-GAAP financial measures utilized by management to analyze
financial performance without the impact of items that are driven by general
economic conditions and events that do not reflect the underlying fundamentals
and trends in the Company's operations.



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The following tables reconcile the non-GAAP financial measures to their most directly comparable GAAP financial measure (amounts in millions except percentages and per share amounts):





                                                       Three months ended March 31, 2021
                                                              Income
                                                              before                     Effective
                                   Net         Equity         income         Net            tax           Per
                                  sales       earnings        taxes         income       rate (a)        share
As reported - GAAP               $ 3,290     $        8     $      825     $    599            27.4 %   $  0.67
Constant-currency adjustment
(1)                                  (27 )                          (6 )          5                        0.01
Translation gain on Japanese
yen-denominated debt (2)                                          (118 )        (90 )                     (0.10 )
Translated earnings contract
gain (3)                                                          (272 )       (209 )                     (0.23 )
Acquisition-related costs (4)                                       47           35                        0.04
Discrete tax items and other
tax-related adjustments (5)                                                      37                        0.04
Litigation, regulatory and
other legal matters (6)                                              8            8                        0.01
Pension mark-to-market
adjustment (7)                                                       5            4                        0.00
Loss on investments (8)                                             35           27                        0.03
Gain on sale of business (9)                                       (14 )        (14 )                     (0.02 )
Core performance measures        $ 3,263     $        8     $      510     $    402            21.2 %   $  0.45




(a)  Based upon statutory tax rates in the specific jurisdiction for each event.






                                                         Three months ended March 31, 2020
                                                              (Loss)
                                                              income
                                                              before                         Effective
                                   Net         Equity         income        Net (loss)          tax           Per
                                  sales       earnings        taxes           income         rate (a)        share
As reported - GAAP               $ 2,391     $       14     $     (108 )   $        (96 )          11.1 %   $ (0.16 )
Constant-currency adjustment
(1)                                   33                            19              (22 )                     (0.03 )
Translation loss on Japanese
yen-denominated debt (2)                                            14               11                        0.01
Translated earnings contract
gain (3)                                                           (58 )            (45 )                     (0.06 )
Acquisition-related costs (4)                                       28               21                        0.03
Discrete tax items and other
tax-related adjustments (5)                                                          37                        0.05
Restructuring, impairment and
other charges and credits (10)                                     225              166                        0.22
Cumulative adjustment related
to customer contract (11)            105                           105              105                        0.14

Core performance measures $ 2,529 $ 14 $ 225 $ 177

            21.3 %   $  0.20

(a) Based upon statutory tax rates in the specific jurisdiction for each event.






See Part 1, Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations, Results of Operations - Core Performance Measures,
Reconciliation of Non-GAAP Measures, "Items which we exclude from GAAP measures
to report core performance measures" for the descriptions of the footnoted
reconciling items.



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Items which we exclude from GAAP measures to arrive at core performance measures are as follows:

(1) Constant-currency adjustment: Because a significant portion of segment revenues and

expenses are denominated in currencies other than the U.S. dollar, management believes it

is important to understand the impact on core net income of translating these currencies

into U.S. dollars. Display Technologies' segment sales and net income are primarily

denominated in Japanese yen, but also impacted by the South Korean won, Chinese yuan, and

new Taiwan dollar. Environmental Technologies and Life Science segments sales and net

income are impacted by the euro, Chinese yuan and Japanese yen. Presenting results on a

constant-currency basis mitigates the translation impact and allows management to evaluate

performance period over period, analyze underlying trends in the businesses, and establish

operational goals and forecasts. We establish constant-currency rates based on internally

derived management estimates which are closely aligned with the currencies we have hedged.

Constant-currency rates are as follows:


       Currency     Japanese yen    Korean won    Chinese yuan    New Taiwan dollar       Euro
         Rate           ¥107          ?1,175          ¥6.7              NT$31             €.81

(2) Translation (gain) loss on Japanese yen-denominated debt: We have excluded the gain or loss

on the translation of the yen-denominated debt to U.S. dollars. (3) Translated earnings contract gain: We have excluded the impact of the realized and

unrealized gains and losses of the Japanese yen, South Korean won, Chinese yuan, euro and

new Taiwan dollar-denominated foreign currency hedges related to translated earnings, as

well as the unrealized gains and losses of the British pound-denominated foreign currency

hedges related to translated earnings. (4) Acquisition-related costs: These expenses include intangible amortization, inventory

valuation adjustments and external acquisition-related deal costs. (5) Discrete tax items and other tax-related adjustments: These include discrete period tax

items such as changes of tax reserves and changes in our permanently reinvested foreign

income position. (6) Litigation, regulatory and other legal matters: Includes amounts that reflect developments

in commercial litigation, intellectual property disputes, adjustments to the estimated

liability for environmental-related items and other legal matters. (7) Pension mark-to-market adjustment: Defined benefit pension mark-to-market gains and losses,

which arise from changes in actuarial assumptions and the difference between actual and

expected returns on plan assets and discount rates. (8) Loss on investments: Amount represents the loss recognized due to mark-to-mark adjustments

capturing the change in fair value based on the closing stock market price. (9) Gain on sale of business: Amount represents the gain recognized for the sale of a

business.

(10) Restructuring, impairment and other charges and credits: This amount includes

restructuring, impairment losses and other charges and credits, as well as other expenses,

primarily accelerated depreciation and asset write-offs, which are not related to

continuing operations and are not classified as restructuring expense. (11) Cumulative adjustment related to customer contract: The negative impact of a cumulative

adjustment recorded during the first quarter of 2020 to reduce revenue in the amount of

$105 million. The adjustment was associated with a previously recorded commercial benefit

asset, reflected as a prepayment, to a customer with a long-term supply agreement that


      substantially exited its production of LCD panels.






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REPORTABLE SEGMENTS


Reportable segments are as follows:

? Display Technologies - manufactures glass substrates for flat panel liquid

crystal displays and other high-performance display panels.

? Optical Communications - manufactures carrier network and enterprise network


   components for the telecommunications industry.


?  Specialty Materials - manufactures products that provide more than 150

material formulations for glass, glass ceramics and fluoride crystals to meet

demand for unique customer needs.

? Environmental Technologies - manufactures ceramic substrates and filters for

automotive and diesel applications.

? Life Sciences - manufactures glass and plastic labware, equipment, media,


   serum and reagents enabling workflow solutions for drug discovery and
   bioproduction.




All other businesses that do not meet the quantitative threshold for separate
reporting have been grouped as "All Other." This group is primarily comprised of
the results of the pharmaceutical technologies, auto glass, new product lines,
development projects, and certain corporate investments.



The Company obtained a controlling interest in HSG during the third quarter of
2020 and has consolidated results in "All Other" as of September 9, 2020.  Refer
to Note 3 (HSG Transactions) to the consolidated financial statements for
additional information on this transaction.



Financial results for the reportable segments are prepared on a basis consistent
with the internal disaggregation of financial information to assist the chief
operating decision maker ("CODM") in making internal operating decisions. A
significant portion of segment revenues and expenses are denominated in
currencies other than the U.S. dollar. Management believes it is important to
understand the impact on core net income of translating these currencies into
U.S. dollars. The Company uses constant currency reporting for Display
Technologies, Specialty Materials, Environmental Technologies and Life
Sciences.  Corning excludes the impact of these currencies from segment sales
and net income.  The adjustment for constant currency is primarily related to
the Display Technologies' segment and excludes the impact of the fluctuation of
the Japanese yen, South Korean won, Chinese yuan, and new Taiwan dollar.
Certain income and expenses are included in the unallocated amounts in the
reconciliation of reportable segment net income (loss) to consolidated net
income (loss). These include items that are not used by the CODM in evaluating
the results of or in allocating resources to the segments and include the
following items: the impact of translated earnings contracts;
acquisition-related costs; discrete tax items and other tax-related adjustments;
certain litigation, regulatory and other legal matters; restructuring,
impairment losses and other charges and credits; adjustments relating to
acquisitions; and other non-recurring non-operational items. Although these
amounts have been excluded from segment results, they are included in reported
consolidated results.



Earnings of equity affiliates that are closely associated with the reportable
segments are included in the respective segment's net income (loss). Certain
common expenses among reportable segments have been allocated differently than
they would for stand-alone financial information. Segment net income (loss) may
not be consistent with measures used by other companies.



Display Technologies


The following table provides net sales and net income for the Display Technologies segment (in millions):





                        Three months ended             %
                             March 31,               change
                       2021            2020        21 vs. 20
Segment net sales    $     863       $     751             15 %
Segment net income   $     213       $     152             40 %




Net sales in the Display Technologies segment increased by $112 million in the
three months ended March 31, 2021, largely due to volume growth in the mid-teens
in percentage terms partially offset by low-single-digit price declines.



Net income in the Display Technologies segment increased by $61 million in the
three months ended March 31, 2021, primarily driven by increased volume and cost
control, partially offset by price declines.

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Optical Communications

The following table provides net sales and net income for the Optical Communications segment (in millions):





                        Three months ended              %
                             March 31,               change
                       2021            2020         21 vs. 20
Segment net sales    $     937       $     791              18 %
Segment net income   $     111       $      29             283 %




Optical Communications' net sales increased $146 million in the three months
ended March 31, 2021. Net sales of carrier and enterprise products increased by
$97 million and $49 million, respectively, primarily driven by the accelerated
pace of data center builds, network capacity expansion, and fiber-to-the-home
projects.


Net income increased by $82 million for the three months ended March 31, 2021, primarily driven by the changes in sales, outlined above, and cost control.





Specialty Materials


The following table provides net sales and net income for the Specialty Materials segment (in millions):





                        Three months ended             %
                             March 31,               change
                       2021            2020        21 vs. 20
Segment net sales    $     451       $     352             28 %
Segment net income   $      91       $      51             78 %




Net sales in the Specialty Materials segment increased by $99 million for the
three months ended March 31, 2021.  Strong demand for premium cover materials,
strength in the IT market, and demand for semiconductor-related optical glasses
drove the increase.


Net income increased by $40 million for the three months ended March 31, 2021, primarily driven by the changes in sales outlined above.





Environmental Technologies


The following table provides net sales and net income for the Environmental Technologies segment (in millions):





                        Three months ended              %
                             March 31,               change
                       2021            2020         21 vs. 20
Segment net sales    $     441       $     320              38 %
Segment net income   $      74       $      35             111 %




Net sales in the Environmental Technologies segment increased by $121 million
for the three months ended March 31, 2021. Sales of heavy-duty diesel products
grew 44% year-over-year, driven by customers continuing to adopt more advanced
aftertreatment in China and a stronger-than-expected North American heavy-duty
truck market. Automotive sales were up 34% year-over-year as the global auto
market improved and gas particulate filter adoption continued in Europe and
China.



Net income increased by $39 million for the three months ended March 31, 2021, primarily driven by increases in sales outlined above.





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Life Sciences


The following table provides net sales and net income for the Life Sciences segment (in millions):





                        Three months ended             %
                             March 31,               change
                       2021            2020        21 vs. 20
Segment net sales    $     300       $     258             16 %
Segment net income   $      48       $      38             26 %



Net sales in the Life Sciences segment increased by $42 million for the three months ended March 31, 2021, primarily driven by strong demand across all regions, ongoing recovery in academic and pharmaceutical research labs, and continued strong demand for bioproduction products and diagnostic-related consumables.

Net income increased by $10 million for the three months ended March 31, 2021, primarily driven by the higher sales volume outlined above.





All Other



All other businesses that do not meet the quantitative threshold for separate
reporting have been grouped as "All Other." This group is primarily comprised of
the results of the pharmaceutical technologies, auto glass, new product lines
and development projects, as well as certain corporate investments.



The Company obtained a controlling interest in HSG during the third quarter of
2020 and has consolidated results in "All Other" as of September 9, 2020.  Refer
to Note 3 (HSG Transactions) to the consolidated financial statements for
additional information on this transaction.



The following table provides net sales and net loss for All Other (in millions):



                       Three months ended              %
                            March 31,               change
                      2021            2020         21 vs. 20

Segment net sales   $     271       $      57             375 %
Segment net loss    $     (24 )     $     (69 )            65 %




Net sales of this segment increased by $214 million for the three months ended
March 31, 2021, when compared to the same period in 2020, driven mainly by the
consolidation of HSG. Net loss decreased by $45 million driven by the
consolidation of HSG and improved profitability in our emerging businesses.



CAPITAL RESOURCES AND LIQUIDITY

Financing and Capital Resources





2021


There was no material debt activity for the first quarter of 2021.





2020



In the first quarter of 2020, Corning established two unsecured variable rate
loan facilities for 1,050 million Chinese yuan, equivalent to $150 million, and
749 million Chinese yuan, equivalent to $105 million, each with a maturity of
five years. The funds drawn on the loan facilities through the end of the first
quarter totaled 1,402 million Chinese yuan, or $200 million. These Chinese
yuan-denominated proceeds will not be converted into USD and will be used for
capital projects. Payments of principal and interest on the Notes will be in
Chinese yuan, or should yuan be unavailable due to circumstances beyond
Corning's control, a USD equivalent. These loans are the sole obligations of the
subsidiary borrowers and are not guaranteed by any other Corning entity.



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Share Repurchase Program


On April 26, 2018, Corning's Board of Directors approved a $2 billion share repurchase program with no expiration date (the "2018 Repurchase Program"). On July 17, 2019, Corning's Board of Directors authorized $5 billion in share repurchases with no expiration date (the "2019 Repurchase Program").

For the three months ended March 31, 2021, there were no repurchases of common stock on the open market.





In the three months ended March 31, 2020, the Company repurchased 4.1 million
shares of common stock on the open market for approximately $105 million, as
part of its 2018 Repurchase Program.



Refer to Note 17 (Subsequent Events) to the consolidated financial statements for additional information.





Capital Spending


Capital spending totaled $289 million for the three months ended March 31, 2021.





Cash Flow



Summary of cash flow data (in millions):





                                              Three months ended
                                                   March 31,
                                              2021           2020

Net cash provided by operating activities $ 723 $ 248 Net cash used in investing activities $ (288 ) $ (539 ) Net cash used in financing activities $ (190 ) $ (94 )






Net cash provided by operating activities increased by $475 million in the three
months ended March 31, 2021, when compared to the same period in the prior
year.  The change was primarily driven by higher net income and net favorable
movements in working capital of $341 million.



Net cash used in investing activities decreased by $251 million in the three months ended March 31, 2021, when compared to the same period last year, primarily driven by a reduction in capital expenditures.





Net cash used in financing activities was $96 million higher in the three months
ended March 31, 2021, when compared to the same period last year.  The increase
was primarily driven by lower proceeds of long-term debt, partially offset by
the absence of repurchases of common stock, of $200 million and $105 million,
respectively.


Defined Benefit Pension Plans

Corning has defined benefit pension plans covering certain domestic and international employees. The Company's funding policy is to contribute, over time, an amount exceeding the minimum requirements to achieve the Company's long-term funding targets. During 2021, the Company expects to make cash contributions of $31 million to our international pension plans.





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Key Balance Sheet Data



Balance sheet and working capital measures are provided in the following table
(in millions):



                                                       March 31,      December 31,
                                                         2021             2020
Working capital                                       $     4,590     $       4,237
Current ratio                                               2.3:1             2.1:1

Trade accounts receivable, net of doubtful accounts $ 1,900 $


  2,133
Days sales outstanding                                         52                57
Inventories, net                                      $     2,361     $       2,438
Inventory turns                                               3.4               3.2
Days payable outstanding (1)                                   47                44
Long-term debt                                        $     7,650     $       7,816
Total debt                                            $     7,804     $       7,972
Total debt to total capital                                    37 %              37 %



(1) Includes trade payables only.

Management Assessment of Liquidity

Corning is committed to strong financial stewardship and expects to maintain a strong cash balance and generate positive free cash flow for the year.





We ended the first quarter of 2021 with approximately $2.9 billion of cash and
cash equivalents. Our cash and cash equivalents are held in various locations
throughout the world and are generally unrestricted.  We utilize a variety of
strategies to ensure that our worldwide cash is available in the locations in
which it is needed.  At March 31, 2021, approximately 50% of the consolidated
amount was held outside of the United States.



Corning also has a commercial paper program pursuant to which we may issue
short-term, unsecured commercial paper notes up to a maximum aggregate principal
amount outstanding at any one time of $1.5 billion. Under this program, the
Company may issue the paper from time to time and will use the proceeds for
general corporate purposes. As of March 31, 2021, Corning had no outstanding
commercial paper.


The Company's $1.5 billion Revolving Credit Agreement is available to support its commercial paper program, if needed, and for general corporate purposes.

Refer to Note 17 (Subsequent Events) to the consolidated financial statements for additional information.





Other



Comprehensive reviews of significant customers and their creditworthiness are
completed by analyzing their financial strength at least annually, or more
frequently for customers where we have identified an increased measure of risk.
We closely monitor payments and developments which may signal possible customer
credit issues.  From time to time, we factor or sell accounts receivable.
During the three months ended March 31, 2021, we sold accounts receivable,
accelerating collections for the period of $133 million. We currently have not
identified any potential material impact on liquidity resulting from customer
credit issues.



Major sources of funding for 2021 and beyond will be operating cash flow and
proceeds from any issuances of debt. We believe we have sufficient liquidity to
fund operations, acquisitions, capital expenditures, scheduled debt repayments
and dividend payments.

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The Revolving Credit Agreement includes affirmative and negative covenants with
which we must comply, including a leverage (debt to capital ratio) financial
covenant. The required leverage ratio is a maximum of 60%. At March 31, 2021,
the leverage using this measure was approximately 37%. As of March 31, 2021, we
were in compliance and no amounts were outstanding under the Company's Revolving
Credit Agreement.



The Company's debt instruments contain customary event of default provisions,
which allow the lenders the option of accelerating all obligations upon the
occurrence of certain events. In addition, some of the debt instruments contain
a cross default provision, whereby an uncured default of a specified amount on
one debt obligation of the Company, also would be considered a default under the
terms of another debt instrument. As of March 31, 2021, we were in compliance
with all such provisions.



Other than discussed, management is not aware of any known trends or any known
demands, commitments, events or uncertainties that will, or are reasonably
likely to, result in insufficient liquidity. There are no known trends,
favorable or unfavorable, that would have a material change in the overall cost
of liquidity.


Off Balance Sheet Arrangements

There have been no material changes outside the ordinary course of business in off balance sheet arrangements as disclosed in the 2020 Form 10-K under the caption "Off Balance Sheet Arrangements."





Contractual Obligations



There have been no material changes outside the ordinary course of business in
the contractual obligations disclosed in the 2020 Form 10-K under the caption
"Contractual Obligations" other than the transaction disclosed
in Note 17 (Subsequent Events) to the consolidated financial statements.



CRITICAL ACCOUNTING ESTIMATES





The preparation of financial statements requires management to make estimates
and assumptions that affect amounts reported therein. The estimates that require
management's most difficult, subjective or complex judgments are described in
the 2020 Form 10-K and remain unchanged through the first three months of 2021.
For certain items, additional details are provided below.



Impairment of Assets Held for Use





We are required to assess the recoverability of the carrying value of long-lived
assets when an indicator of impairment has been identified. We review long-lived
assets in each quarter in which impairment indicators are present. We must
exercise judgment in assessing whether an event of impairment has occurred.



Manufacturing equipment includes certain components of production equipment that
are constructed of precious metals, primarily platinum and rhodium. These metals
are not depreciated because they have very low physical losses and are
repeatedly reclaimed and reused in the manufacturing process and have a very
long useful life. Precious metals are reviewed for impairment as part of the
assessment of long-lived assets. This review considers all the Company's
precious metals that are either in place in the production process; in
reclamation, fabrication, or refinement in anticipation of re-use; or awaiting
use to support increased capacity. Precious metals are acquired to support the
manufacturing operations and are not held for trading or other purposes.



At March 31, 2021 and December 31, 2020, the carrying value of precious metals
was $3.3 billion and $3.4 billion, respectively, and significantly lower than
the fair market value.  Most of these precious metals are utilized by the
Display Technologies and Specialty Materials segments.  The potential for
impairment exists in the future if negative events significantly decrease the
cash flow of these segments.  Such events include, but are not limited to, a
significant decrease in demand for products or a significant decrease in
profitability in these segments.







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NEW ACCOUNTING STANDARDS


Refer to Note 1 (Significant Accounting Policies) to the consolidated financial statements.





ENVIRONMENT



Corning has been named by the Environmental Protection Agency (the Agency) under
the Superfund Act, or by state governments under similar state laws, as a
potentially responsible party for 15 active hazardous waste sites.  Under the
Superfund Act, all parties who may have contributed any waste to a hazardous
waste site, identified by the Agency, are jointly and severally liable for the
cost of cleanup unless the Agency agrees otherwise.  It is Corning's policy to
accrue for its estimated liability related to Superfund sites and other
environmental liabilities related to property owned by Corning based on expert
analysis and continual monitoring by both internal and external consultants.  At
March 31, 2021 and December 31, 2020, Corning had accrued approximately $64
million and $68 million, respectively, for the estimated undiscounted liability
for environmental cleanup and related litigation. Based upon the information
developed to date, management believes that the accrued reserve is a reasonable
estimate of the Company's liability and that the risk of an additional loss in
an amount materially higher than that accrued is remote.



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FORWARD-LOOKING STATEMENTS



The statements in this Quarterly Report on Form 10-Q, in reports subsequently
filed by Corning with the SEC on Forms 8-K, and related comments by management
that are not historical facts or information and contain words such as "will,"
"believe," "anticipate," "expect," "intend," "plan," "seek," "see," "would," and
"target" and similar expressions are forward-looking statements. Such statements
relate to future events that by their nature address matters that are, to
different degrees, uncertain. These forward-looking statements relate to, among
other things, the Company's future operating performance, the Company's share of
new and existing markets, the Company's revenue and earnings growth rates, the
Company's ability to innovate and commercialize new products, and the Company's
implementation of cost-reduction initiatives and measures to improve pricing,
including the optimization of the Company's manufacturing capacity.



Although the Company believes that these forward-looking statements are based
upon reasonable assumptions regarding, among other things, current estimates and
forecasts, general economic conditions, its knowledge of its business, and key
performance indicators that impact the Company, actual results could differ
materially. The Company does not undertake to update forward-looking statements.
Some of the risks, uncertainties and other factors that could cause actual
results to differ materially from those expressed in or implied by the
forward-looking statements include, but are not limited to:



- the duration and severity of the COVID-19 pandemic, and its ultimate impact

across our businesses on demand, operations and our global supply chains;

- the effects of acquisitions, dispositions and other similar transactions;

- global business, financial, economic and political conditions;

- tariffs and import duties;

- currency fluctuations between the U.S. dollar and other currencies, primarily

the Japanese yen, new Taiwan dollar, euro, Chinese yuan and South Korean won;

- product demand and industry capacity;

- competitive products and pricing;

- availability and costs of critical components and materials;

- new product development and commercialization;

- order activity and demand from major customers;

- the amount and timing of our cash flows and earnings and other conditions,

which may affect our ability to pay our quarterly dividend at the planned level

or to repurchase shares at planned levels;

- possible disruption in commercial activities due to terrorist activity,

cyber-attack, armed conflict, political or financial instability, natural

disasters, or major health concerns;

- loss of intellectual property due to theft, cyber-attack, or disruption to our

information technology infrastructure;

- unanticipated disruption to equipment, facilities, IT systems or operations;

- effect of regulatory and legal developments;

- ability to pace capital spending to anticipated levels of customer demand;




- rate of technology change;


- ability to enforce patents and protect intellectual property and trade secrets;




- adverse litigation;


- product and components performance issues;

- retention of key personnel;

- customer ability, most notably in the Display Technologies segment, to maintain

profitable operations and obtain financing to fund ongoing operations and

manufacturing expansions and pay receivables when due;

- loss of significant customers;

- changes in tax laws and regulations;

- the impacts of audits by taxing authorities;

- the potential impact of legislation, government regulations, and other

government action and investigations; and

- other risks detailed in Corning's SEC filings.






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